Notes to Accounts of Encore Software Ltd.

Mar 31, 2015

1. Corporate Information: Encore Software Limited (hereinafter called
as "Company") is a Public Limited Company domiciled in India
incorporated under provisions of Companies Act, 1956. Company is
engaged in developing software and hardware.

2. The Company has only one class of equity shares having par value of
Rs. 10 per share. Each holder of an equity share is entitled to one vote
per share.

3. In the event of liquidation of the Company, the holders of equity
shares will be entitled to receive remaining assets of the Company,
after distribution of all preferential amounts. The distribution will
be in proportion to the number of shares held by the equity share
holders.

4. Shares held by each shareholder holding more than 5 percent shares
specifying the number of shares held - Nil.
5. Contingent Liabilities: Disputed liability towards Employees State
Insurance contributions is Rs. 91,027 (Rs. 91,027).

6. Disclosure relating to related party transactions

7. As per Accounting Standard (AS-18) on Related party disclosures
notified by the Companies (Accounting Standards) Rules, 2006, the
disclosure of transactions with the related party as defined in the
Accounting Standard are given below:

Sl. Name of the Related Party Relationship
No.

1. Ncore USA Inc Wholly Owned
Subsidiary

2. Peninsula Electronics Firm in which
Director is
interested

3. Processor Systems India Pvt Ltd Company in which
Director is
interested

Based on contractual obligation Encore Technologies Singapore Pte. Ltd.
has entered into, Encore Software Limited has no contingent liabilities
or capital commitments on account of the joint venture.

The Company has since been liquidated and hence the investment and
trade receivable have been set off against the provision.

9. Leases

Operating Leases: The Company has taken commercial premises under
cancelable operating lease. The lease agreements provide an option to
the Company to renew the lease period. There are no exceptional /
restrictive covenants in the lease agreements. Contingent rent
recognized in the profit and loss account is Rs. Nil (Rs. Nil).

10. Provisions, Contingent Liabilities & Contingent Assets: The
Company has made provision for leave salary on estimated basis in.
These being retirement benefits, an obligation to pay these amounts
might arise at the time of resignation/superannuation of the employees.
There is no reimbursement receivable against these obligations.

11. Retirement Benefit Plans

Defined Contribution Plans: The Company makes Provident Fund
contributions to defined contribution retirement benefit plans for
qualifying employees. Under the schemes, the Company is required to
contribute a specified percentage of the payroll costs to fund the
benefits. The Provident Fund scheme additionally requires the Company
to guarantee payment of interest at rates notified by the Central
Government from time to time, for which shortfall has been provided for
as at the Balance Sheet date.

The Company recognized Rs. 83,148 (Rs. 68,792) for provident fund
contributions and in the profit and loss account. The contributions
payable to these plans by the Company are at rates specified in the
rules of the schemes.

Defined Benefit Plans: During the year ended 31st March 2015, in view
of the few employees, the company has made provision for gratuity and
leave encashment on estimated basis instead of on actuarial valuation.

Up to 31st March 2014, the Company has made a provision for gratuity
payable to qualifying employees'. Lump sum payment is made to vested
employees at retirement, death while in employment or on termination of
employment of an amount equivalent to 15 days salary, payable for each
completed year of service or part thereof in excess of six months.
Vesting occurs upon completion of five years of service.

The present value of the defined benefit obligation and the related
current service cost were measured using the Projected Unit Credit
Method, with actuarial valuations being carried out at each balance
sheet date.

The following table sets out the funded status of the gratuity plan and
the amounts recognized in the Company's financial statements as at 31st
March 2014.

12. Segment Reporting: The Company is currently offering services only
in Technology Solutions segment to overseas customers. Hence in the
opinion of the management disclosures under segment reporting (AS-17)
is not applicable to the Company for the year under review.

13. Previous period's figures have been recast/restated, wherever
necessary, to conform to the current year's classifications. Figures in
brackets relate to the previous period.

Based on contractual obligation Encore Technologies Singapore Pte Ltd
has entered into, Encore Software Limited has no contingent liabilities
or capital commitments on account of the joint venture.

3. Provisions, Contingent Liabilities & Contingent Assets

The Company has made provision for gratuity and leave salary on basis
of actuarial valuation. These being retirement benefits, an obligation
to pay these amounts might arise at the time of resignation /
superannuation of the employees. There is no reimbursement receivable
against these obligations.

Amounts in Rs.
The carrying Additional Amounts incurred
amount at the provisions and charged against
Nature of beginning of made during the provision during
obligation the period the year the period

Leave Salary 162,085 75,211 Nil

Amounts in Rs.
The carrying
Unused amounts amount at
Nature of reversed during the end of
obligation the period the period

Leave Salary Nil 237,296

4. Retirement Benefit Plans

Defined contribution plans

The Company makes Provident Fund contributions to defined contribution
retirement benefit plans for qualifying employees. Under the schemes,
the Company is required to contribute a specified percentage of the
payroll costs to fund the benefits. The Provident Fund scheme
additionally requires the Company to guarantee payment of interest at
rates notified by the Central Government from time to time, for which
shortfall has been provided for as at the Balance Sheet date.

The Company recognized Rs. 68,792 (Rs. 152,446) for provident fund
contributions and in the profit and loss account. The contributions
payable to these plans by the Company are at rates specified in the
rules of the schemes.

Defined benefit plans

The Company has made a provision for gratuity payable to qualifying
employees''. Lump sum payment is made to vested employees at retirement,
death while in employment or on termination of employment of an amount
equivalent to 15 days salary, payable for each completed year of
service or part thereof in excess of six months. Vesting occurs upon
completion of five years of service.

The present value of the defined benefit obligation and the related
current service cost were measured using the Projected Unit Credit
Method, with actuarial valuations being carried out at each balance
sheet date.

5. Segment Reporting

The Company is currently offering services only in Technology Solutions
segment to overseas customers. Hence in the opinion of the management
disclosures under segment reporting (AS-17) is not applicable to the
Company for the year under review.

6. Previous period''s figures have been recast/restated, wherever
necessary, to conform to the current year''s classifications. Figures
in brackets relate to the previous period.

Mar 31, 2013

1.1 Contingent Liabilities:

The Company has an outstanding Counter Guarantee of Rs. Nil (Rs
251,830) to a bank, in respect of the guarantee issued by the said bank
favoring Government of India.

Based on contractual obligation Encore Technologies Singapore Pte Ltd
has entered into, Encore Software Limited has no contingent liabilities
or capital commitments on account of the joint venture

1.4 Leases:

Operating Leases: The Company has taken commercial premises under
cancelable operating lease. The lease agreements provide an option to
the Company to renew the lease period. There are no exceptional /
restrictive covenants in the lease agreements. The rental expense in
respect of operating lease is Rs. 1,754,514 (Previous year Rs.
2,698,080). Contingent rent recognized in the profit and loss account
is Rs. Nil (Rs. Nil)

1.5 Retirement Benefit Plans Defined contribution plans

The Company makes Provident Fund contributions to defined contribution
retirement benefit plans for qualifying employees. Under the schemes,
the Company is required to contribute a specified percentage of the
payroll costs to fund the benefits. The Provident Fund scheme
additionally requires the Company to guarantee payment of interest at
rates notified by the Central Government from time to time, for which
shortfall has been provided for as at the Balance Sheet date.

The Company recognized Rs.152,446 (Rs. 248,471) for provident fund
contributions and in the profit and loss account. The contributions
payable to these plans by the Company are at rates specified in the
rules of the schemes.

Defined benefit plans

The Company has made a provision for gratuity payable to qualifying
employees''. Lump sum payment is made to vested employees at retirement,
death while in employment or on termination of employment of an amount
equivalent to 15 days salary, payable for each completed year of
service or part thereof in excess of six months. Vesting occurs upon
completion of five years of service.

The present value of the defined benefit obligation and the related
current service cost were measured using the Projected Unit Credit
Method, with actuarial valuations being carried out at each balance
sheet date.

1.6 Previous period''s figures have been recast/restated, wherever
necessary, to conform to the current year''s classifications. Figures in
brackets relate to the previous period.

Mar 31, 2012

1.1 Contingent Liabilities:

The Company has an outstanding Counter Guarantee of Rs. 251,830 (Rs
251,830) to a bank, in respect of the guarantee issued by the said bank
favouring Government of India.

1.3 The Company is engaged in design and development of software and
embedded systems. The production and sale of such activities cannot be
expressed in any generic unit. Hence it is not possible to give the
quantitative details of sales and information as required under
paragraphs 3 and 4C, of Part II of Schedule VI of the Companies Act,
1956 for sucti transactions.

Operating Leases: The Company has taken commercial premises under
cancelable operating lease. The lease agreements provide an option to
the Company to renew the lease period. There are no exceptional /
restrictive covenants in the lease agreements. The rental expense in
respect of operating lease is Rs. 2,698,080 (Previous year Rs.
2,248,397). Contingent rent recognized in the profit and loss account
is Rs. Nil (Rs. Nil)

1.6 Provisions, Contingent Liabilities & Contingent Assets:

The Company has made provision for gratuity and leave salary on basis
of actuarial valuation. These being retirement benefits, an obligation
to pay these amounts might arise at the time of resignation /
superannuation of the employees. There is no reimbursement receivable
against these obligations.

1.7 Retirement Benefit Plans Defined contribution plans

The Company makes Provident Fund contributions to defined contribution
retirement benefit plans for qualifying employees. Under the schemes,
the Company is required to contribute a specified percentage of the
payroll costs to fund the benefits. The Provident Fund scheme
additionally requires the Company to guarantee payment of interest at
rates notified by the Central Government from time to time, for which
shortfall has been provided for as at the Balance Sheet date.

The Company recognised Rs. 248,471 (Rs. 301,926) for provident fund
contributions and in the profit and loss account. The contributions
payable to these plans by the Company are at rates specified in the
rules of the schemes.

Defined benefit plans

The Company has made a provision for gratuity payable to qualifying
employees'. Lump sum payment is made to vested employees at retirement,
death while in employment or on termination of employment of an amount
equivalent to 15 days salary, payable for each completed year of
service or part thereof in excess of six months. Vesting occurs upon
completion of five years of service.

The present value of the defined benefit obligation and the related
current service cost were measured using the Projected Unit Credit
Method, with actuarial valuations being carried out at each balance
sheet date.

1.8 Previous period's figures have been recast/restated, wherever
necessary, to conform to the current year's classifications. Figures in
brackets relate to the previous period.

Mar 31, 2010

1.2 Notes on Accounts

1.2.1 Contingent Liabilities:

16.2.2 The Company has an outstanding Counter Guarantee of Rs. 251,830
(Rs 251,830) to a bank, in respect of the guarantee issued by the said
bank favouring Government of India.

1.3 The Company is engaged in design and development of software and
embedded systems. The production and sale of such activities cannot be
expressed in any generic unit. Hence it is not possible to give the
quantitative details of sales and informa- tion as required under
paragraphs 3 and 4C, of Part II of Schedule VI of the Companies Act,
1956 for such transactions

Based on contractual obligation Encore Technologies Singapore Re Ltd
has entered into, Encore Software Limited has no contingent liabilities
or capital commitments on account of the Joint Venture.

1.6 Leases:

Operating Leases: The Company has taken commercial premises under
cancelable operating lease. The lease agreement provides an option to
the Company to renew the lease period. There are no exceptional /
restrictive covenants in the lease agreements. The rental expense in
respect of operating lease is Rs. 2,248,361 (Previous year Rs.
2,425,280). Contingent rent recognized in the profit and loss account
is Rs. Nil (Rs. Nil)

1.7 Provisions, Contingent Liabilities & Contingent Assets:

The Company has made provision for gratuity and leave salary on basis
of actuarial valuation. These being retirement benefits, an obligation
to pay these amounts might arise at the time of resignation /
superannuation of the employees. There is no reimbursement receivable
against these obligations.

Amounts in Rupees

Additional Amount Unused
The carrying provisions Amounts The carrying
Nature of amount made incurred reversed amount at
obligation at the during the against during the end of
the period year the the the during
provis- period
ion
during
the
period

Leave
Salary 1,279,765 98,500 Nil Nil 1,378,265

1.8 Retirement Benefit Plans:- Defined contribution plans:

The Company makes Provident Fund contributions to defined contribution
retirement benefit plans for qualifying employees. Under the schemes,
the Company is required to contribute a specified percentage of the
payroll costs to fund the benefits. The Provident Fund scheme
additionally requires the Company to guarantee payment of interest at
rates notified by the Central Government from time to time, for which
shortfall has been provided for as at the Balance Sheet date. The
Company recognised Rs. 1,765,043 (Rs. 1,718,977) for provident fund
contributions and in the profit and loss account. The contributions
payable to these plans by the Company are at rates specified in the
rules of the schemes.

Defined benefit plans:

The Company makes annual contributions to the Employees Group
Gratuity-cum-Life Assurance Scheme Master Policy of the Life Insurance
Corporation of India, a funded defined benefit plan for qualifying
employees. The scheme provides for lump sum payment to vested employees
at retirement, death while in employment or on termination of
employment of an amount equivalent to 15 days salary payable for each
completed year of service or part thereof in excess of six months.
Vesting occurs upon completion of five years of service. The present
value of the defined benefit obligation and the related current service
cost were measured using the Projected Unit Credit Method, with
actuarial valuations being carried out at each balance sheet date.

The Company has made a provision for gratuity payable to qualifying
employees. Lump sum payment is made to vested employees at retirement,
death while in employment or on termination of employment, of an amount
equivalent to 15 days salary, payable for each completed year of
service or part thereof in excess of six months. Vesting occurs upon
completion of five years of service.

1.9 Previous periods figures have been recast/restated, wherever
necessary, to conform to the current years classifications. Figures in
brackets relate to the previous period.